The Prey, The Predator, and the One's Inbetween
by StanLee4Ever
Summary: Two Legendary Figures you would never guess to see together! Peter Parker, The Amazing Spider-Man, and Lucy, The "Two Sided" Diclonius! The Fate of Humanity and Mutants alike is held in the hands of the Vigilant Spider-Man, but he also holds the fate of Lucy! Will Lucy find an end to her bloody journey with her other half "Nyu"? Or just the Beginning of the Diclonius takeover? R
1. Prologue: The Prey and Predator

Hello everyone, it's me again coming at you with a new SHORT STORY! Or maybe longer, it depends on what you guys think! It's gonna take a bit more than a one shot to really be able to put down what i want in this story! :3

At first, the thought of a crossover between Spider-Man and Elfen Lied was silly and campy, like it was something that couldn't be done! I loved them both, I love Lucy and I love the Elfen Lied Manga + Anime, and I love Spider-Man and everything about him! But i love them both for TWO different reasons! That was before i discovered that people DID write these crossovers, but non of them had Spidey involved. And well, the wheels began to turn and now here we are!

For you guys who haven't read, seen, or heard of Elfen Lied; I will be introducing Lucy in this first part, taking place in Japan! This is my first time writing for Lucy, but I'm going to try my best! Review if you can please, tell me what you think!

**Disclaimer: I do not own Spider-Man nor Elfen Lied, this is just a purely written fictional piece from a loving fan! **

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**The Prey, The Predator, and the One's In-between **

_**Prologue: The Prey and Predator -**  
_

The Cold and Cutting breeze of Spring runs past your face, you hear the crickets play their song in the bushes and the trees above, and you feel the soft yet rough grass itch at your laying body. The trees are long and dead, but coming back to life slowly as the harsh winter dies away. The moon shines bright in the blue sky, past all the dead branches above you, surrounded by much smaller lights. It's peaceful here, it's lovely, it's Gothic... but you don't have anybody to share this feeling with... this is how Lucy feels.

Lucy, a Fifteen Year old Japanese girl, though one can mistaken her for being white; she has short and horribly self-cut red hair, blazing fiery eyes, and a cold dead face that would Pierce the nerve of any human that came into contact with her. She was skinny and pale, blood covering her naked body, none of which was her own blood. And of course, the Horns that were growing out of her head; they were short and stubby, smashed, they've been broken during sometime in her life.

She stood, her slender and bloody body reflecting in the moon light; her face we completely emotionless, unreadable, and uncaring. She looked human, but she wasn't, no matter how much she wanted to be. She was a being without purpose, without love and affection, just surviving. And that's what she did...survive, endure, it's all she could do. She has been hunted, hounded, and tortured... she had a family once, a family she felt a belonging...love. It was such a short time but, it's one of the only few happy memories she has. She could go back, she could try again... but it would be wrong of her to put them in danger again; besides, it wasn't safe there for **her **anymore either. The Japanese Government hunted her species, Diclonius, the next step in Human Evolution.

...

The Sun will come up soon, and it'll be easier for her to be found, she had to keep moving. But to where? Where could she go? Everywhere she goes, she will eventually be found, she always is.

She looked down at her blood soaked hands, thinking, wondering... maybe, maybe she could immigrate into another country. She was smart, she could easily steal money and blend into civilization... she knew humans from the inside and out, they were greedy and selfish, and manipulating them would be too easy... What wouldn't be easy: is moving away from the one she loved, her whole family, her whole world...

"Koda..."

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**Uh-Oh True Believers! It looks like trouble is heading our way! Who is Lucy? What makes her species so different from us humans? Who is Koda? And what does our Webslinger wounder have to do with this? Stay tuned! If your an Elfen Lied fan, than you should know all about this! If not and your a fan of spidey, i hope this has captured your attention! Let me know in the reviews if you wanna see more of this, either your spidey fans or elfen lied fans, and please elfen lied fans, let me know how i did! Let me know! Until next time! Nuff Said! **


	2. Chapter One - Darkest Side of the Night

**HELLO EVERYBODY! ARE YOU READY FOR THE FIRST ACTUAL CHAPTER!? CAUSE I AM! It took me a while to really piece together what i wanted the first chapter to be, we already established that their is some weirdo-horned-girl stalking around somewhere, but this actual chapter opens up WHAT kind of New York that is settled in this version of Spider-Man. **

**Disclaimer: Spider-Man and Lucy do not belong to me! All my original ideas do, but the characters, unfortunately, do not! **

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**_Chapter One: Darkest Side of the Night: _**

**_ "It's Like this; us New Yorker's, we are all mushed into this small island, covered with big bright buildings and fancy looking parks. From a far, it _**

**_can look beautiful peaceful, almost safe from above..but its not. It's a dark place, surrounded by thugs, criminals, rapists, and "Super Terrorists" _**

**_like Doctor Doom or Magneto. But that's okay, We THRIVE on the danger; you can't __live__ without getting the adrenaline pumping and the heart _**

**_racing good people...I love this Town."_**

_- Norman Osborn, quote from his rise to power at the age of twenty, Head of Oscorp Industries_

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**The Dark blue sky is still visible to everyone above, but the stars remain hidden by the bright and colorful lights that shine off of New York City, the Big Apple! The honking of traffic and the pitter patter of a million people all vibrate from this amazing city, best known for its attractions of "Super Heroes", like the Fantastic Four or The Avengers! But those are stories for another time, because no matter what good they do for the world, they can't be their for every little life in the world. But there is one who tries, he is barley known to the public at this time... but his name will soon be known world wide in this fantastic adventure!**

Meet Kelsey, 16 years old, blond, and works at a small fast food restaurant in Times Square. By looking at her, you could tell she's been through a lot in her life, her eyes are held in bags covered in mascara, a notebook in one hand, cigarette in the other. Her sleeves pulled up to cover up the bruises on her arm, not to mention the constant heroin shots she's been giving herself; she takes a puff of the cigarette and feels the ashes trail down her throat and the taste of smoke and tar completely seem to destroy her taste buds. It's a normal routine for her, go to school, go to work, then back to the sexist and abusive father... of course. Part of her hopes that she could just die now and than her father could be put into custody from the all the found damage that has been inflicted upon her corpse, but even she wasn't that desperate... not yet at least.

It was normal after that; in between going home and leaving work though, was meeting up with Markus, the man who supplied her with her daily doses. She held the money tight in her hand, hoping and praying to god that it was enough to satiety him. She stared into a dark alley, people were passing by her, not paying an attention nor even giving any thought to her ... nobody cares. She took a deep breath, and walked down the dark alley.

At the end of the alley was the back of the other buildings that surrounded it, dumpsters and trashcans, and nobody in sight. She shoved her hands into her pocket, hating herself for doing this, hating her father for bringing her to this, and her slut of a mother who left her behind with that pathetic drunk of a man. And of course...

_"Finally, kid maybe you should hold on to your money so you can buy yourself a damn car!" _

Markus, she hated him almost as much as her dad, just because he always had something smart ass to say. He dressed in a green suit, with a black shirt and a blue bow tie, yeah veeeeeery intimidating. He also liked to talk with a Brooklyn accent to make him sound more intimidating, which made him a lot more annoying to listen to because he didn't even HAVE a Brooklyn accent. She almost wished that she was meeting one of those quiet and shady kind of drug dealers instead.

_"Alright, Alright, come on Dolly I don't have forever!" _

She sighed and nodded, bringing her hand back out of her pocket, still clenching the money, she handed it over to Markus. _"There, it's all I got, now just give me my-" He snatched the money straight out of her hand, he looked down at the money for a second before looking back at her. By his expression he looked as if she just pissed all over him.  
_

_"Hey you think I'm giving this out for free? I give you what you need, I help you out, I put up with you, and this is what i get? 50 Dollars? Sweety, your young, let me explain this to you; 50 Dollars doesn't do a man SHIT today!" _

Spit flew from his mouth, the yelling pierced her ears and made her flinch a bit. _"I-I just need one more to get me through the night! Markus please!" _She begged him, her heart began to race. It was times like this where she HAD to get on her knees and kiss his feet.

_"No can do! You haven't even paid up for the last "One More" that you've given me! Now it looks like your going clean until you can get me some money, you hear me you fucking junkie!?" _He screamed at her, pushing the money back into her hand.

_"Th-There's gotta be something else I can give you!" _

_"Look kid when is it going to...hm, well, actually.. what do you got?" _

She was hit by the quick realization that she had given herself false hope, she didn't have a thing to give him, she WAS going to have to push through the night after all. Salty tears began to pierce her vision, mascara began to fade down her check.

"I don't have anything..."

_"Nooo, What are you talking about?.. You got a lot to give!" _He smiled a bit, stepping forward to her. His eyes ran up and down her body, biting his lip, he moved his hand up to her face and began whipping the tears away from her check.

Her heart jumped and she slapped his hand away, "_Fuck You! I'm sixteen you goddamn pervert!"_

_"Fiery huh?" _

He grabbed her by the arms and brought her closer, forcing a kiss on her lips, gripping her ass and handling her back. She screeched, struggling and trying to push him off _"Come on kid" _he exhaled, licking at the girl's neck, not budging even a little _"Who needs that shit when **I'm** here to help you through the night?" _

_"Well it's not exactly a win-win situation here." _An unfamiliar voice came from behind him, startling him, he pushed her to the ground by reaction. He turned around to see who it was... but their was nobody there. Kelsey jumped up and backed away from the Perverted Drug Dealer; looking around frantically as well, she couldn't be caught taking drugs from this fucking guy!

_"Yeehoooow! Up here!" _

Both heads looked upwards involuntary, Markus heart skipped a bit and Kelsey went wide-eyed. A red and blue figure was looking down upon them, his feet sticking on the side of the wall.

"Anyways back to subject, I really think her answer to your '_oh-so-generous' _proposal is pretty clear... "No!", but that's just me..."

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_'So go with me on this; I'm running around Manhattan all day, without any disturbances or muggings or robberies, nothing! I figure I could head home, but nooo I decide to stay here just in case! So after wasting my entire day, I finally decide to head home, and Mr. Drug Dealer/Creepy Pervert dude pops up!'_ Spidey sighed thinking to himself, shaking his head at the unbelievable irony.

"What the hell are you? A mutant!? Get the hell away from me you freak!" The man yelled, reaching into his pocket to pull out a pistol.

"What? Okay so _faking_ a Brooklyn accent is _totally_ not shameful at all, dressing in an outfit like you're in the fifties is obviously fashionable, and selling drugs to a poor teenager and then attempting to **rape** said teenager is fine and dandy..."

_TWHIP! _

Web splatted all of Markus' eyes, he screamed dropping the gun, pulling at the webbing that had blinded him. Unfortunately for him, he only got his fingers stuck in the webbing, disorienting him.

"-But God Forbid that you meet a Mutant! Yeah..I'm a Freak, riiiiiiiight!"

Spidey jumped from the wall he was clinging to and landed on top of Markus, knocking him to the ground. "Well at least you can use the jail time to think EXTREMELY hard on where in your live that you messed up...'Cause I don't know how to tell you this...but you messed up somewhere."

He turned the Kelsey, who had fallen to the ground, mascara covering her checks and her clothes slightly ripped from Markus.

"Same goes to you too, look I haven't been at this Super Hero thing for too long now, and usually everyone who does this for specific reasons." He walked over to her and tried to help her up. "Now look I want you to try to stop this, this isn't anyone should live, and I think yo-"

Crash! Kelsey had grabbed a stray beer bottle and smashed it on Spideys Head! He let his guard down too much, which means he would accidentally **Ignore **his danger senses. "Get the hell away from me you fucking mutant! Damn you!" She screamed pushing Spidey to the ground.

"OWCH! Hey-What the Hell?"

All he saw next was The blond girl, running, screaming, once she reached the streets everyone would know hear her story, and people would start believing it. He sighed as the girl left his sight but the screams and the oncoming sirens we're not lost to his ears.

"Your Welcome..." he chuckled in disbelief. He quickly got back on his feet and jumped into the air, scurrying over the buildings.

'Well look at the bright side spidey... you caught the bad guy, saved the girl, and even if they don't know it; you do!... And yet you know that girl isn't going to stop taking drugs from other people.'

Spidey sighed, after a while he found himself a big building to ponder his thoughts with. He looked over the city, the big beautiful deceiving city, and the beautiful and deadly looking river. Sighing, he took off his mask, holding it in his hand. The wind blowing past his face, the cold biting at his skin. Words from his Uncle Ben Echoed in his mind...

_"You just have to hang in their and give it your all! I know what it's like, because I've been there. You have gifts peter, and I know one of these days, your going to share with your gifts with the whole word. Young men like you don't come along often peter, your going to make a real difference in the world son..I know it."_

"I'm trying Uncle Ben... for two months I've been trying, but all I've come to realize that I'm not making any sort of difference at all. I save lives, but so do other people, the REAL heroes! How can I make a difference if I can't even help one person? I saved her life yes!..But what's the point? She's not going to move on and live long and happy, so what did I do, simply spare her one less painful moment in her life? What kind of hero am I then?... I'm no hero, I'm just a guy in a suit who beats up thugs... But I'll hold on just a little longer for you uncle Ben. I promise, I'm trying to be the person who would've stopped that man when he had the chance; a True Hero."

**To Be Continued...**

**Looks like Spidey is already in a trouble! Pickled in a jar of Self-Doubt and Alienation! What's going to happen when our MYSTERIOUS LUCY comes to the United States? Stay tuned true believers! StanLee4Ever out! **


	3. Chapter Two - Elf

**Sorry if this chapter came a little later than you all wanted/expected, I had trouble saving the file onto word so i kept losing all my progress. AND I got sick a bit ago LOL but I don't' think that affected me too much considering I was trying to write that day...but like i said! Word got in the way! ANYWAYS though i was able to revamp the original idea for this chapter a bit so that's good! :3 AND NOW I PRESENT TO YOU- THE SECOND CHAPTER (contrary to what that little list thing says or the reviewer things)! :) R&R**

**Disclaimer: I do not own Elfen Lied or Spider-Man! **

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_**Chapter Two : Elf - **_

The peaceful and modest home of the new family, called the "Kirbys", sat undisturbed tucked into the Forrest a bit. The location looked like god had blessed the house with nature. The cool breeze blows through the trees and the faint yet strong glow of the sun passes through the leaves above onto the booming and growing flowers; it was a perfect scenery. The House itself was old, but in a way, it was a beautiful old. The Paint just happened to be freshly coated and the vines and other such things had just been perfectly trimmed off the surface of the house, making the house look good as new!

A few months later, the kirbys decided to throw a family party; They invited their neighbors, their long away family members, and close friends! The day looked and felt just right too; it was a little hot for some, but it wasn't enough to be too much of a bother for anyone. The small family "gather up" brought smiles, also welcoming new family members. Like recently wedded cousins/siblings or newborns. The children played with their carefree attitudes for a little while, until one of the parents decided they needed to stay with a babysitter so they could have some more adult time. One of the mothers decided she had enough fun and took the kids to the apartment and let everyone else continue the party.

A little bit later; the family came together to have a nice and big tasty lunch, filled with Chinese deliciousness mixed in with other types of food from various locations. Steven Kirby decided to make an announcement, although he was obviously bit buzzed, he stood tall and firm raising up his cup of whine.

"I would like to thank everybody for coming! I have an announcement to make!" He stood up, the other family members looked at him, stopping whatever conversation they were in.

"Well you all know my Wife Mary, we've been together for a very long time and well I think it's time to announce something... We are having our first newborn!"

First came a big amount of gasps, then screams of glee and congratulations filled the room. Laughs and kisses were exchanged and happy faces were shared around the big table! But the happy moment was sadly interrupted by the door bell.

"Who could that be? Everyone else is here right?"

"Probably Dan Slott, he always gets himself locked outside the house."

"Hey i'm right here!"

Soon enough, Timmothy Kirby stood up, "Here I'll answer it, it's probably the mail man." He left the dinning room to answer the door, and the party continued again; about five minutes later though...

"Where is Tim?" Jack looked around for his younger brother.

"I don't know, he hasn't come back yet." Mary answered.

"Still? The hell is keeping him? One sec, I hope we aren't disturbing anything with the locals." Jack sighed and left the dinning room. He walked through the living room to the front door. "Who is it Tim? Is there anything wr-" His voice creaked and he stopped dead in his tracks once he saw what awaited him at the door...

Blood.

Blood was everywhere, staining the carpet and covering the walls. Most people would think that you would scream when you are in fear; but you don't. You would find yourself unable to react, frozen in place, your body telling you to run and yet your too scared to move. Jacks eye's followed the blood to the door, where his brother was laying... without his head. The head of his brother, the man he grew up with, who he knew since he was a child, was held by the hair in the bloody hand of a woman... it is Lucy. She's naked, the blood trailing down her smooth and slender body, standing over what was left of the corpse.

The naked figure was slightly bent over, hair covering her face. Once she looked up at Kirby, he saw the blazing red eye staring at him through the long red hair.

"O-oh my god.. you... You-You Killed my BROTHER! YOU KI-"

SLICE

Blood exploded from the mans body, spurting all over the room from where his head once was. It was just a split second, and Lucy didn't move a muscle... four invisible arms rose from behind her. Her Vectors. This is how she killed, it wasn't hard in the least bit. In fact, it only took one minute before the house was cleared. First came the screams, then came the sounds of the human body being crushed and torn apart. Followed by a cold dead silence...

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Nine Years Ago -

We find ourselves at an Orphanage, located in the mountains near Kamakura, another nice and beautiful looking seenary, this was not a place of happiness. Kids were often tortured, or torture others; the pain of being abandoned were inflicted upon these innocent young lings, and in turn they had to take it out on someone. But there was one girl, she was the sadness of the entire orphanage; no friends, no family, and everyone, even the teachers couldn't help it, thought she was a freak. All because of... her horns. Those damn horns that grew from her head, they were always there, since birth. She had no idea why she had them, but she just wished they would go away.

She was so alone, so very alone, and in being alone she had matured faster than any 6 year old should. She learned to deal with it, or so she thought.. people underestimated bullies, the cruelty of children, but it's human nature... something that Lucy would learn later on in life...

"Awwwww look! The Freak doesn't have any lunch! Come on circus freak, I'm sure they have the dog bowl around here somewhere!" One of the male orphans laughed at the lone girl.

"Maybe we should give her a piece of steak for it!" One of the other orphans laughed.

'It', as in, a thing. She wasn't human to them, she was a freak, every now and than a teacher would intervene, but even they were scared of her. The poor child would lay alone at night, confused, crying, begging for an answer as to why this is happening to HER. What did she do to deserve such hate? These thoughts never left her mind, not even for a second. She would cry, she would beg, she would walk around the school with blood running down the side of her head from the kids throwing heavy rock and glass at her, sometimes a milk carton if she was lucky.

Looking at her, she was a beautiful and pretty and very adorable little girl had she been happy. Her eyes sparkled with confusion and regret.. though this grew into hatred. She became less human every day...but it wasn't her fault... she didn't do anything wrong, not one thing. She was smart, she did what she was told, she never bothered others, she even secretly gained pity from other kids.. but never did they act for her.

But.. there was one night.. it was a dream, not a nightmare, a dream. She was alone, yet she didn't feel alone... She was bundled, naked, her kneeds huddled to her chest. She extended her arms, and felt herself extending. She raised up her hands to the gods, and she felt it..she felt them... her arms.

...her Vectors.

She awoke that morning, hand prints had covered her room, all over the place... the dream was real, she made this happen?..how?

She buried her face into her hands and began to cry again. "What's happening to me?

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Lucy strolled her away on a crowded side walk, hiding in plain sight, blending into the crowd. She looked pretty enough; she didn't bother making herself anything more than normal, she wasn't looking to gather any disgusting males attention ... there was only one person that she really cared for anyway, but she had promised to stay out of his life... to hell with everyone else.

It took some thinking, but she was going to leave for America, she could sneak her way on some sort of cruise or plane, it wouldn't be hard at all. Or she could find a way to get herself on without any stealth needed... but first she needed to do one last thing.

* * *

Nana was sat alone, looking the gravestone of her "Papa", though they had no real blood relation. But he was still her papa, no matter what differences, or what other people said; they were family. The horns on her head was a dead give away, she was a Dicilonious just like Lucy, though its apparent shes about two years younger than lucy. You will also find her a much more peaceful and innocent soul, unlike Lucy, she could never kill anybody. Her voice was also as squeaky as it could possibly be, like 5 year old girl, which she often acted like most of the time.

"Oh Papa..."

She wasn't just a Dicilonious though, she was the first Dicilonious to live with human beings and actually not kill them, it opened up the idea of Dicilonious possible emigrating with humanity... but that was just a fantasy.

She had a amazing home now, years of of torture and experimentation, wasn't for nothing. She was going to go to school soon!..even though she had no idea what it is, she was excited about it. And she was going to meet new people, she was going to college sometime hopefully..whatever that was! And she was going to be happy!

She smiled and hugged the gravestone, "I know I should be sad that your gone, but i'm not, I know your happy with your real daughter! And I'm happy too! I still love you Papa!"

All of a sudden her heart stopped; she sensed another Dicilonious, it was a trait for them to be able to sense each other. A chill went down her spine and her smile turned into a look of dread and fear. She quickly spun around to face whoever it was that set her off.

"You still grieving for that idiot?" Lucy pierced her cold look at the young and innocent girl. "He was greedy and as much as a monster as I will ever be."

"Be quiet you! Papa was a good person! He just did mean things because he was scared!" She screamed at her, her squeaky voice reaching a really annoying high pitch.

Lucy didn't say anything, it was no surprise that Nana would still be just as niave as before, and she didn't have enough time to argue with her. She had to leave before she was found.

Nana hiccuped when a lightbulb popped up in her head; it just now came to her that everybody thought that lucy was dead, though Nana had secretly figured better. She grabbed lucys arm, surprising her, and tried to pull her along.

"Nyu!-err..Lucy! We have to go! Kody will be so happy to see yo-"

"No!" She yanked her arm away from Nana, shocking the poor and confused girl. "...No. That's why i'm here.. I'm Leaving."

Nana stood there, taking in the news and letting it sink in. "Leaving?...No! You can't! I wont let you! Koda misses you! And even if you think it's best that your leaving! I Won't let you!"

"Please, we've been down this road before, do you really want to in danger your life at the maple house? I don't think so." She asked, she hadn't moved or flinch or even looked prepared to fight.

Nana hesitated, tears began to fill her eyes as she grabbed her hair and tugged on it. "No!"

"Good.. Because you need to be there for Koda. For them all... Make him happy."

Nana looked up at her, shocked. "Lucy...Wha-what are you saying?"

"I want you to do what i can never do. Make Koda happy." She said, her cold face suddenly became a bit soft and sad. Nana didn't do anything but just stare at her, she shivered a bit. "What about.. the other you? Nyu? Your other personality?"

"I haven't had any...trouble with the other one. No amnesia, no black outs, nothing, at the moment."

"Lucy... I've always wondered... when your Nyu, you seem so happy, so outgoing... do you like being Nyu?"

Lucy said nothing, she looked up at the setting sun. Honestly, even if she wanted to answer, she couldn't. She sighed, and began walking towards the exit, than she stopped to look at her one last time. "Good luck to you and Koda and..whatever those other girls names are. Have a good life... because this is the last time I will ever appear in it."

Nana watched helplessly as Lucy left her all alone, she was gone. Lucy was out of her life, for good this time. Even though this maybe could be a cross for celebration..she felt empty, like she lost something. She closed her eyes trying to hold back the tears, but it was useless.

"Goodbye Lucy, I'll take care of him! I swear it i will!"

To Be Continued...

The Plot thinkins! Whew true believers! Multiple Persons, bad childhood, some sorta "family" with a sweetheart dude named koda, and a girl who lives there who seems to be just the same species as Lucy is! It must be a doozy for you non EF fans, but I promise you that more answers will connect the dots! And for you EF Fans, i'm trying to make the explanations as painless as possible! I promise! AND UNTIL NEXT TIME! WE WILL CHECK IN WITH OUR FAVORITE AND WEB-SNAPPY HERE! STAY TUNED TRUE BELIEVERS!

Nuff' Said!


	4. Chapter Three - With Great Power

**WELCOME TO THE THIRD CHAPTER! :3 I saw the other day I now have 5 Reviews! That is amazing! :3 Thank you so much for reviewing it means a lot to me, and I want to keep that streak going! SO as you can tell from the last two chapters, Lucy and Peter are going through very ver y different struggles right now! But soon their story's will start to connect with each other in a way they won't even see coming!**

**SO here's a story! I HAD NO inspiration for this chapter until i saw THE AMAZING SPIDER-MAN 2! I had ideas but i was too lazy to write them and now i have the energy and will to WRITE :D. **

**Disclaimer: I do not own anything! No copyright intended!**

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**_Chapter Three - With Great Power..._**

_Peter Parker's Journal - Entry 42 _

_"Well it looks like i'm finally getting noticed by the public! But not the good public, i'm talking about the critic newspaper public! There's this old man named Jameson who's sending out papers saying that I'm... Well Spider-Man i mean ... is a fraud and a menace! Now, last i checked, I have been cleaning up more crime then the cops have been **able **to do! But i'm not really surprised, it's just my luck. Maybe i'm not cut out for this Spider-Man thing after all, well I'll give it one more go, maybe Uncle Ben would have a different way of using my powers responsibility in mind... like maybe trying out for the circus! :P, Nah who am i Kidding? I couldn't give it up, even if I always say I will someday, being Spider-Man has done quite a bit of good for me in my life.I have gained more self respect being Spider-Man then i ever could have in Midtown High, it feels good lending a hand to people who are being picked on just like i was...am, whatever. Besides... it will make it all the more sweeter when I prove to Jameson that i am a hero. ;)" _

* * *

Midtown Science High School - 

Midtown high is a moderately okay school, it's big, it's crowded, but it's just like any other school. The hallways are crowded, the food is... well it's food, most of the teachers are nice enough, and the kids are just as immature as 7th graders. You can't walk around the school once without hearing a bunch of teenagers talking like their adults, like how about how much of a stud they are or how much of a slut this girl is. Speaking of which, the teen drama is exactly how it is in the movies if you find the right people in the school. But hey, it's New York, if these kids were mature, the average new yorker would hate to look how the next generations of New York would be. If you really look at it, their are no "cool kids", just big crowds of friends that are most known in the school, and their are the lesser known kids, that's really just it. Peer Pressure is a very real occurrence in school, but really, it's not much of a bother to those who aren't really desperate for that kind of a attention.

Enter Peter Parker; he is his own person really, he doesn't talk to a lot of people, he rides a skate bored around the hall ways, and he is smarter than a good amount of the classes he's in. He loves science, but you can't really take him for a nerd, most think he's an Emo; but really he's just an outcast. People don't really bother him, people don't really talk or think about him, he just exists. Of course, Peter is a growing boy, so he notices a lot of the girls at school. Never having a relationship with any girl besides his Aunt, it's not a surprise that he is a hopeless romantic. But again; he doesn't really come to mind to a lot of girls at the school, "He's nice, he's smart", that's really the only thing anyone would have to say about him. There is one guy though; his name is "Flash", guy from the football team, and a real jerk. He thinks he is king of the school for being good at not just football, but basketball, swimming, and well everything that's physical and not mental; not to mention the guy is built pretty nicely. He found himself teasing Peter a lot though, probably just to look tough. Who knows?

* * *

Early in the day, a few minutes before school started, Peter was sitting in the classroom with a few other students. He could hear flash and his friends talking and giggling like little girls behind his back, he heard one of them shush the rest of the kids, approaching footsteps right behind peter. He sighed.

"What ya doing Parker?" Flash smirked, walking up to peter with his hands shoved into his jacket.

"I'm writing Flash, you know, finishing up my homework." Peter mumbled, scribbling down the answers as fast as he can. The answers weren't hard to find out, but had he not have to do patrol again he would have gotten it done last night.

"Really? You should let me copy off of that." Flash reached down for his homework but Peter pulled it away from Flashes reach, "Come on Flash i'm busy!"

"Come on Parker, don't be shy about the homework, we all know you really love me."

"...What?"

He could hear flashes friends start chuckling a bit from behind him, the were trying not to laugh. Peter got it now, they were being jerks again.

"Come on Parker, we all know it, don't deny it now. Just come out of the closet man, admit that you love me."

"Ooh pulling off the homosexual jokes are we?" Peter sighed, he had nothing against homosexuals obviously, but of course their were plenty of people who would just love to joke around on how they thought Peter Parker as gay just for the sake of making fun of him.

"I'm not joking Peter, lets go out, Come on. I'll pay you to just drop your pants and let me fuck you." Flashes face was beginning to cringe from holding in his laugh, his face was red and his friends found it harder and harder to not just burst into tears. What the hell was so funny about this anyways?

"Look Flash, I would, but I think you already have enough slaves to keep you nice and busy over their. " Peter said, gesturing to his other friends.

Flash began to ball his eyes out from laughing, and his friends weren't even offended of peter's comment, they just laughed at him a bit more. Peter looked around at the few other kids who were either looking down or just staring at them all, not trying to intervene or to help in any way. Flash began to pat peters back, still laughing like he just told the funniest joke in the world. "I'm just joking Parker, please keep your pants on." He chuckled and walked back to his other friends.

Peter rolled his eyes and went back to his homework, he could have fixed the problem with his Spidey powers straight away, but he wouldn't dare. Besides it didn't take a lot of anything to know how to beat flash when it came to verbal abuse. "It's okay Flash, I don't judge the mentally incapable." He smirked slightly. _  
_

Flash stopped laughing and turned around to face peter, his snarly grin turned into a dumb man cave scowl, "You calling me a retard Parker?"

"What? No! I would never do that! Mentally Challenged people around the world would be insulted if I dragged them down on your level Flash." Peter hated it when people said the "R" word, he wouldn't stand for bulling. If their was a reputation for Parker in this school, it was being a foolish hero whenever their was a kid in need. Hell, in times like this that reminded him why he was Spider-Man in the first place.

"Oh! Alright Fine! I was just joking earlier but now it's personal! Get up Parker!" Flash rolled up his sleeves and put up his fist like a boxer, his friends stopped laughing and they stood back. All the other kids in the classroom just stared at the them, wondering of their was really going to be a fight. Peter shrugged his shoulders and turned away and started finishing up his homework.

"I Said get up! Parker! Parker! I SAID GET UP!.." Flash began to get aggravated when Peter stopped giving him any signs of attention. Peter felt his spider sense go off as Flash approached him, he could avoid him easily, but that's why he's the hero and why flash is the bully. Flash grabbed Peters skinny arms and pulled him out of the chair violently, but before he could do anything else his fast beating heart stopped for a dead second.

"WHAT'S GOING ON HERE!?" The female teacher, Ms. Hardy, screamed after entering the classroom. Everyone's head turned to her, some of them going "oooooooooooooh busted", like the mature freshmen they are. "Fighting in my classroom? I'm writing report slips for the both of you! You are freshmen! Grow up!"

"Ms. Hardy! That kid wasn't doing anything!" A girl spoke out to the teacher, she wore a hoodie, skinny jeans, sneakers, and had black streaks on her blond hair, with some black eye lighter. Peter didn't recognize her at all until it occurred to him later that she was probably a new student. Still though, her protest didn't help, security had Peter and Flash both taken down to the office. But it wasn't too long until they decided to let Peter back to class on account of his clean record and the kids in the classroom confirming that it was Flash who was doing the Fighting.

On his way back to the class, he saw the girl again, she was waiting for him in the hallway. "You okay?"

Peter blushed slightly at the girl, no other girl has ever approached him before,"Ah it's nothing, I didn't get into any trouble thanks to you. I'm Peter Parker." He smiled a bit shyly and held out his hand, "School Newspaper."

She looked at his hand for a second hesitantly, but she perked up a smile too and shook his hand, "Gwen Stacy, it wasn't a problem."

"Your new right? Well... Welcome to Midtown High School of Science! Home of the big gorillas and new bread of neanderthals." Peter chuckled slightly, and a bit awkwardly.

But she gave a giggle and a smile back to him, "I noticed. It's better then my other school at least, but I'm not happy about living so close to a place like Oscorp." She sighed.

"Ahh, your one of those "Oscorp Conspiracies" believers too right?" He nodded, still smiling. They both turned and started to walk back to the classroom, continuing their conversation.

"Well sorta, I believe they are doing illegal experimentation's, I mean look at the evidence! The mutated animals that "escaped" the local zoo, the secret vaccinations' that killed a thousand people in the local hospital, and Spider-Man!" She began going through a bunch of bookmarked pages and such on her phone, bringing up a bunch of pictures and notes as "evidence" she called it. Though peter does admit that he didn't think she was wrong. "Just look at this; Oscorp is home right smack in the middle of the city, and SPIDER-MAN just happens to live here? I mean look at the evidence, no way that's a coincidence right?"

Peter had a smashing flashback to his first visit their, the spider bite that pierced his skin and then the sudden feeling of hot liquid flowing though his body. It felt like acid was poured on his neck, and then the part when he got horrible sick. No real reason to revisit those memories though, he's done that too many times ever since he became Spider-Man.

"You know something, I think you might be right about that." He said looking at her smiling. She smiled back at his positive nod on her theories, even though Peter knew they were facts hidden and buried by Oscorp.

"What's really got me concerned though is that they are making some sort of partnership with a Japanese Human Studies group, and I know for a fact it's not for curing diseases or cancer or any of that bull shit that they say."

This perked up Peter's ears, that was a bit odd for Oscorp, considering they were purely a solo company that disliked partnerships. "They are?..well, what do you think they are doing then? Experimenting on humans to create some sort of Human Hybrid or something?" Peter chuckled a bit, trying to act a bit more oblivious to her accusations.

"I thought so at first too, but apparently, their Oscorp isn't the only company in the world with secrets."

She scrolled to find a bunch of Murders and Supernatural occurrences right near the area that this company was held, "And get this, it isn't even a huge company, it's a small military foundation in Japan. So what the hell is Oscorp doing with them?"

"I don't know Gwen..."

_'How bout that, I think she's onto something. Note to self; The Daily Bugle is now second on Worlds Crappiest Foundations!' _Peter thought to himself.

"We should hang out sometime," she smiled, "I, um, I like the comic book stores in New York... you in?"

"Really? Sure! I love comic books" he blushed slightly at his dorky comment, but what can he say? He had read Captain America in textbooks AND comic books as way back before he knew how to read.

"Awesome! That's a nice Skate bored by the way, is it fast enough to get you to the comic store sometime around, 5:30?"

"Oh, Thanks! Yeah totally!"

* * *

_Okay now lets look take a look at the situation; Oscorp, a Billion Dollar Corporation, is making a deal with a Government Funding small time Research Facility... and considering the fact that they already have enough money and resources, why would they make deals with such a small corporation?... Or maybe, the small corporation is calling out to Oscorp BECAUSE they have more resources? Maybe they just want more support and their is absolutely nothing wrong going on. _

Peter hummed, walking back and forth upside down...on his ceiling. Wearing his Spider-Man suit, it helped him think whenever he was climbing up walls or such, he didn't know why though.

_Yeah, Sure. Nothing wrong at all, of course... Yeah Right. If there is "nothing wrong" with Oscorp then I would be thinking about a certain blonde girl right now instead of walking upside down on my friggin' ceiling. I made a mistake saying yes, I need to investigate Oscorp, not run off with a Girl. A cute girl, nice blue eyes, i like the black emo look too..yeah..._

"Peter? Dinners ready!" Aunt May knocked on her door, Peter suddenly snapped out of his fantasy and quickly jumped right back into his bed!

"Um, Coming Aunt May!" Peter squeaked, struggling to take off his suit.

"Did you wash your hands?" Aunt may asked, trying to open the door, but finding it to be locked.

"What?" Peter asked, not paying much attention, struggling to slip off the tights, freeing his upper body.

"Did you wash your hands?"

"No not yet!" Peter involuntary snapped at her, still hopping around his room struggling with the tights. _Stupid Stupid Stupid! Why did you put on the tights? You don't need tights to think Mr. Straight-A Scholarship student!_

"Well go wash them!" Aunt may snapped back.

"Okay!"

"Peter did you hear me?"

"Yes! Aunt may, I said yes, just give me a moment."

"... Are you masturbating?" Aunt may asked suddenly worried.

"What?" Peter squeaked again, but this time he stopped struggling with his suit to face the door, dumbfounded by the question she just asked.

"I know your a growing boy Peter, and it's normal for erm..growing boys to indulge in fantasy."

"No! I'm no-no! No Aunt May! I'm just busy! Please just-I'll be down their in a second!"

"Now I know that I'm not Uncle Ben, but as a girl who was at a time young, I completely understand what you are going through."

"**Oh my god!** Please aunt may just-Just-I'll be right down just pleaaaaaaaaaase go!" Peter begged, covering his eyes and blocking out all the images that started racing into his mind.

"Just... for the good lord, wash your hands before you come eat if your going to do this." She sighed, he could hear her walking away from the creaking foot steps.

Peter sighed and fell back onto the bed, rubbing his face with his hands. _Nice one there, Spidey... _

**_To be Continued... _**

**_Not much going on this chapter I know, but i figured it was time to set back and sink into the characters a bit more :3. Besides I think we all know that the corporation, prooooobably just has something to do with Lucy. It just might, It just might have something to do with that. Or it could be a random and unimportant sub plot! Who knows? _**

**_This chapter was fun to write anyways, I saw the movie and it was awesome! And I decided I would write this chapter early! :3 There was going to be alot more but I Decided to save that up until the next chapter! STAY TUNED! UNTIL NEXT TIME..._**


	5. Chapter Four - Oh, Lily of Chastity

**WOW...13 REVIEWS, 7 FOLLOWERS, AND 4 FAVORITES... And All in Four Entries (3 Chapters and One Prologue)! That is amazing you guys! Thank you so much! :3 It may not be much, but it's what I got and I couldn't ASK for more! I'm so glad you guys are enjoying the story! :3, THIS Chapter took some thinking, I was worried I was going a bad direction with the last chapter because I felt like i was making peter more of a SIDE Character because i was just focusing on Lucy's backstory. But I know Spider-Mans place in the future so :3 yeah. **

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_**Chapter Four – Oh, Lily of Chastity: **_

_Os iusti Meditabitur sapientiam _

_Et lingua eius Loquetur iudicium _

_Beatus vir qui Suffert tentationem_

_Quoniam cum probates fuerit Accipiet coronam vitae…. _

Lucy was contently seated on a small bench, looking at the vibrant reflecting water that flowed right under the setting sun. The town she's in was unfamiliar to her, which almost frightened her, considering she no longer had a home field advantage if she is attacked. She didn't want to expose herself when everyone thought she was dead, than the hunt for her head would start all over again, and all the peaceful grace that is held before her would be gone forever.

Maybe she should kill herself now, while she's happy; it's not like the peace would ever last… and without Kouta, without a something- a someone to strive for, she would lose her mind. But then again, was she ever sane to begin with? She could only remember a time where she was happy, content, and completely felt welcomed… and of course; Kouta had to do with it all. It figures, the one human in the world that would accept her, is someone that she can never have.

Kyrie, fons Bonitatis

Kyrie, Ignis Divine, eleison

O quam Sancta

Quam Serena

Quam Benigna

Quam Amoena

Esse virgo creditor

The Song she hummed provided comfort, it was from a music box that Kouta would carry around when they were children; the lyrics were in Latin so she never figured out what the song meant. Whatever the song meant, it made her feel at ease, peaceful, and maybe even a bit...Happy. But a Song is but a tune, and it can only do so much for Lucy, it hurts her as much as it helps her. The feeling she has isn't a sure happy feeling, it was a feeling of a time where she WAS happy, but will NEVER be again. Even with a world full of her species, she never felt more alone, and no matter what she told herself a long time ago; a world full of her kind couldn't change that. But as long as she knew Kouta was happy, she could live with herself just a little bit more. She didn't justify the killings she did, she just didn't care for human life anymore... Not after what they put her through. She knew not all humans were bad (well not_** as**_ bad as others), but this was the path she was put on...

She never believe in God, and if he was real he had long abandon her... but since the past year, she's heard rumors, theories, and it started to click in her mind. All the Pain, all the Suffering, all the blood was for one thing?

God had chosen the Diclonius to replace the Human Race, HAH! What a childish thought.

"Humans..."

"Hey Baby?" A 30 year old man leaned over shoulder, leaning on the bench. "You look Tired, got a place to stay?"

_Sigh, Great. Another old pervert trying to make love to me, I don't know if it's just the males or humans in general anymore, because now even the females try to mate with me now. Greatly annoys me... Maybe i can use this man to my advantage.  
_

* * *

"My home baby! Ya dig?"

It was a dump, a big dump motel room, which reaked of alcohol and moss infected the wooden wall... from the inside. It was just one big room to, not even a real apartment or motel. There were so many stains that look like piss or vodka and various other liquids... not to mention it felt like the room itself wasn't balanced. Like it could collapse any second. Considering first impressions, Lucy half expected to find a bunch of hookers waiting in the next room, but she didn't think even hookers would dare sell themselves in this godawful place. There was a kitchen, a living room (well it had a tv and a couch) and the bed with more yellow stains. Well it was.. better than most places she slept in.

**Y**"It's...Lovely." She sighed, standing in the middle of the room while the man closed the door behind her.

"Gooooood!" He grinned and threw off his jacket and began to strip down, "Now let's not fool around, I an't one for forplay so just get out of those nice clothes and get ready for the-"

"You humans are so stupid." She rolled her eyes.

"What was tha-"

**_SLASH!..._**

_Nobody is going to care for the killing of a old pervert anyways, but the way he was killed is a dead give away to anyone looking for me...I shouldn't have been so sloppy. Oh well, I'll have to hide his body somewhere else, and I doubt he has enough money to get me out of state. Hm... i'm sure I can find a way to get money somehow. _

She didn't bother looking around the small room for any valuables, obviously the man was too poor to have anything of use to her, not even a decent place to sleep. Oh well, a bed is a bed, and it's better than how she used to have to sleep. Stood up on a silver table, body wrapped in one huge straight jacket that covered not just the arms but the legs, and a hard, cold, metal helmet that contained her thoughts. But she was intent never to have to spend her days like that ever again.

She did not find herself sleeping on the bed like she originally wanted to, but stood awake, thinking about what the hell she was going to do now. She had no other road, no other options, her whole lift revolved around a fantasy about Kouta, but that life is impossible. And maybe that was for the best, yes, maybe it was for the best indeed. But, in this discovery, Lucy found the most painful feeling in the world, emotionally, mentally, and somewhat physically.

The feeling of nothing, the feeling of existing, but nothing else. She was just there.

**You know very well what to do... **

She sighed, an old friend, so to speak. An old manifestation of her instincts, that one that befriended her when the humans rejected her, promised her a home without humans, with people just like her, to love her, to care for her, to worship her. A world of her species, infecting human males and females so they can give birth to her kind, with a simple touch of the brain with her Vectors.

But that idea stopped appealing to her for a long time now, humans, Diclonius, neither are a race worth saving, or starting for that matter. Kouta was the only one she could name that seemed even remotely "human", and Nana was the only innocent person in her entire species that even qualified as non malevolent. Or innocent for that matter.

**You're a fool, after all these years,your still that damn little girl that's crying over a damn kid who found you moderately entertaining. You know exactly what you have to do, hell, you embraced it not long ago! What changed your mind? A promise? To Him? Look at him my little lucy, he's changed so much since he was a kid, he's not even worth a human females time. **

_I don't care, he may be a fool, but he's an innocent person. If there was any other innocent person in the human race, I have yet to meet them. _

**EXACTLY! SO WHY!? Why did you abandon me? We can make this world BEAUTIFUL LUCY! We can evolve, we can become better than those damn humans! All you have to do is shead a little blood, poke into some human minds here and there, and just watch the human world crumble down. **

_Because, I don't care about how horrible humans are anymore. They are horrible pieces of fragmented blackness that the galaxy has created, and if they want to continue to play god, I will let them be and see how it turns out for them. _

**Don't CARE? HAH! LIES! I'm in your head Lucy girl, I know the truth, You don't want to extinct the humans, because if they die that means your little lover will go down with them. **

_I don't see how your going to convince me to destroy the human race anymore, You have no ace in the hole, and you have nothing to bribe me with. Hell, your not even real, are you? _

**...hehehe, you sure have changed. Look at your, snapping back at me, having something to say, you never said a damn thing for more than 10 years, I'm surprised you still are able to talk. It does you no good though. Your still the same little girl who is sad because her puppy died. Did you forget about him? Did you even name him?**

_Shut up..._

**It appears I have struck a nerve. Remember Lucy, remember what they did? How they held you down and made you watch as they killed your only friend in the world? **

Lucy sat her up and blocked her ears, trying to push the voice out of her head, but proved to be futile. The sounds of a puppy, squeling, crying, the slipping of confusion, the question of what it did that caused it's tormentors to lash out on him.

_"Stop it! Stop it!" _

_"Hold him down! Hold Him down!" _

_"Aw man! The damn Dog stopped moving!" _

_"Aww! Oh well!"_

The faces of them again appear in her head, the bullies, the little boys that tormented her every day. They boys that took away her friend, just a small friend that she found in the woods, another orphan.. just.. like... **_her._**

Blood ran across the floor, layers being added by the dripping blood on the broken flower vase. The dead dogs mangled dead body, it's furr stained with its own blood, along its tears of agonizing pain.

She had no idea where the teachers where, she had no idea why nobody came to stop it, she had no idea why...why this had to happen to her... but she knew one thing.

_"You know who isn't human!? Do you know who who the REAL monsters are?" Her voice, so young, so soft, yet so raspy, her face filled with tears and snot, pouring down her face. _

_**"PEOPLE LIKE YOU!" **_

"STOP IT! STOP!"

The voice in her head mocked her no more, the voices were gone, the horrible visions had left her. But the scar was still there, and it still hurt just as much, like a deep paper cut that would never ever heal. Her scream broke the calm and cool silence, the air from then on the rest of the night, felt tense, threatening, deceiving. But that was okay, whatever need that she felt towards sleeping was officially gone for the night, she had no desire to go down under.

_I hate these damn horns... _

* * *

**New York City, Queens, 21 Ingram Street. **

As the moon occupies Lucy's side in japan, the sun has already risen on this side of New York! So where is our friendly neighborhood hero? Fighting Crime? Protecting the streets? Trying to discover the secret behind Oscorps latest ominous partnership? None of the above true believers! Even our local hero/Born Loser needs to take the time to lay back, enjoy himself in a nice, stress free environment.

"**oETER PARKER****!" **Aunt may stomped into his room, finding the young teenager still asleep in his bed, fast asleep.

She sighed and began to shake his shoulder, "Peter for heavens sake! It's 10 in the morning! I will not let you spend your Saturday day in bed!"

"Nyeeeeeh! Sleeeeeeeppppppy" Peter complained and threw the blankets over his head, "Mhh."

"Not on my watch mister! Your going to explain to me why i found our clothes with RED AND BLUE on them!" She held up a stained white T-Shirt, stained with blue and red on them, forever ruined.

"What? Oh i'm..I'm sorry aunt may I-Whew!" Peter groaned, throwing the blanket aside and sitting up, "I was washing my clothes last night, i was tired and well i'm sorry."

"Peter you couldn't have atleast taken the rest out of the dryer? That's it, For now on I'm the one who cleans the clothes!"

"But Aunt Ma-"

"No exceptions! Now get dressed and go do something with your day!" She bopped him on the head with her palm and stormed out of his room.

"Worse than a room full of alarm clocks, I swear..." Peter rubbed his face and fell back onto his pillow.

_Alright Parker, come on, out of bed. You have super important Spider-Man stuff to do. You gotta find out what's going on with Oscorp, like you set out to do for the past 4 freakin days! You can put Gwen aside for one day!...Ah what am I kidding? It's just one of her conspiracy theories, like the idea of the Hulk secretly being a Government Doomsday Experiment, it's fake! It's untrue! FALSE... Psh, Yeah Right! _

Jumping out of bed he quickly dug into his closet to find his Spider-Man costume, hidden under various boxes and clothes and other such things.

"Time to do some Super Stealthy Spidey Investigation!"

**TO BE CONTINUED...**

YEAH... I KNOW DX AND I'M SORRY! I am so sorry this took SO long to uploaded, but whenever I tried to write it, I just couldn't feel it. I didn't like it. This chapter when through ALOT Of changes and I apologize. Sincerely! And even more so for how RUSHED it seems to be as well! BUT I PROMISE YOU I WILL TRY TO BE QUICKER TO UPLOAD! :3 HOPE YOU GUYS ENJOYED THOUGH! R AND R! :D SEE YOU NEXT TIME, TRUE BELIEVERS!


	6. Chapter Five - Just a Day in the Life

**HELLO I'M FINALLY BACK! AND I'M SO SORRY FOR BEING LATE AND DELIVERING THIS AWFUL CHAPTER! DX, well I know what your thinking, "why did you upload it than?" Well most of the time, I'll like the chapter until it's almost finished, and why i don't just remake it? Most of my chapters have been remade 5 times over. XD this is one of those cases, so i'm sorry if this one sucked. BUT There is an important message down below continuing this little message, just in case so people can see it. SOO I hope you DO like it, and enjoy!?  
**

**Disclaimer: I DO NOT OWN ANYTHING :3 **

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_**Chapter Five - Just a Day in the Life... (Important Message at the bottom of the page!) **_

**LAST TIME WE LEFT OFF OUR FAVORITE WALL CRAWLER WAS ON WAY TO OSCORP AND FIND OUT WHAT THE DEAL IS.. ONCE.. AND FOR ALL... But first he decided to get a snack :3. **

'_Alright Parker, game plan! You snuck into Oscorp once before, shouldn't be too hard to do it a second time with super special spider powers to help you this time. But can't be too sure though, red and blue tights kinda make me stand out even if I do have new stealthy spider powers.'_

Peter sat at a local New York fast food restaurant called "BugerWorld", as much as he hated to be seen in a generic fast food sit down, they made some really good burgers. Taking a sip of his coffee that he held in his right hand and held a burger in the other, he contemplated on different strategies.

_ 'I can't use any other entrance to sneak in without being seen, I doubt theres half a room in the building without a thousand people nearby. It's too risky, and with my reputation as it is, it'll make Spider-Man look more like a menace. Oh well, can't think about good ol J.J right now, I got some real important stuff to check in. I don' t know if it's me, but I just feel..Unnerved by the idea of Oscorp being up to no good, considering the powers they gave me, what could they do to others? Calm down Parker, one problem at a time, like how the heck am i going to even GET in Oscorp?'_

"Hey slick! Didn't expect to see you here!"

Peter felt a tap on his shoulder, breaking him from his thoughts. He looked up to see, wouldn't you know it, Gwen Stacy. He smiled wiht his mouth stuffed with burger and coffee, he gestured for her to have a seat. She took that gester and sat right across from him.

"So what's going on in the mind of Peter Parker?"

"MHhfthinkanspidamanstuff", Peter mumbled to himself with food still stuffed in his mouth.

"Nothing? Not surprising" She smirked.

"What are you doing here anyways? I thought you hated fast food." Peter asked after gulping down what was left in his mouth.

"I do, so i'm wondering what you are doing eating here."

"Eeeh, nobody eats here, so it's a nice relaxing place. The food is good enough, but I know a lot better places in New York. There is this one stand where this guy gives the BEST chilli dogs that was graced from god! The man's wife makes FRESH chilli every day, and the hotdogs are the best. And it is absolutely perfect."

"Really now? Peter Parker, food junkie?"

"In all his junkiness. You want me to show ya?" He smiled getting up, preparing to leave.

"Show me the way PP," She stuck her tongue out at him standing up too, "And throw that trash burger out. God, do you know what they have in the kitchen?"

"Better than Aunt May's meatloaf, but she makes the BEST weatcakes. Nommamamaomanom!" He laughed at his own dorky-ness, throwing away the rest of the burger and half empty coffee. Gwen rolled her eyes with a smile shinning on her face. She punched him the arm, hard, but secretly peter didn't feel a think.

"God your a dork."

"Ow! I try!" He faked the pain in his arm, rubbing it like he was caring for it, also holding his breath to see if punching him had any affect on Gwen. Though thankfully she didn't seem to speculate anything out of his rock hard arm.

"Soo Gwen, I have a question."

"Shoot."

"Do you have anything else on Oscorp I should know about."

Gwen looked to peter and smiled devilishly, "I was afraid you would never ask!" She quickly pulled out an envelope that was secured in her back pocket and opened it up. Showing pictures to Peter, "check this out."

Peter studied the pictures, there were two men, one old-ish, one about in his early fifties. It took Peter a minute, but he recognized the younger man, Norman Osborn. But who was it he was talking to?

"How did you get these?"

"I have my ways" she smirked once more.

"Who's the older guy?"

"His name is Cheif Kakuzawa, the big boss of this little Research Facility. You wouldn't think much of him but he looks pretty intimidating."

"...Gwen how the hell do know all this again?"

"I told you I have my ways."

"...fair enough." _Sigh, I hope she's not doing anything illegal, I'd hate to have to be the one to... you know, bring her in. But then again, I'm not exactly walking into Oscorp with a smile on my face asking "HEY can I just look through all your files and secrets and forbidden Experiments please? I promise not to tell." I'm just going to have to keep an eye on her. _

* * *

_'I'm the only person in this city that can say "i can jump off the Stature of Liberty and surfi- "well to be fair I'm probably the only person in this city that can cling to walls and make his own webs handmade. HA!' _

Peter smirked behind his Scarlet mask, shooting another thin line of web, pulling his body up into the air again, the wind blowing hard past him. He felt like he was flying, and those long moments of just letting his body fly down to the ground without fear of being floor sandwich, couldn't be any more perfect.

Well until he went by the Oscorp building, grounding his thoughts on the other subject once more, just when he thought he could have one break it came right back to him. He landed on a smaller building that was held in the shadow of the intimidating building, it was one of the tallest buildings in new york after all, it's been around since.. what? 1963 if peter recalls right.

Sighing, he sat on the edge of the building to look up at the logo, "Oscorp", he whispered the name through his lips again, again, and again. Thinking of the possibilities that they hid from the public, the possibilities that made Spider-Man a reality, and the thousands of other obscure possibilities that came through behind the other million logical possibilities. '_Oscorp is not going to stop, isn't it? It's going to keep going by everyone's back just to do it's little tinkering on humans and keep making more and more people like me, is this really what it comes to? What could be gain from it? Money? Like they don't have enough? What happens in a billion years when humans are Mutants like the X-MEN and Oscorp has nothing to follow it up?... ' _ Soon, spideys imagination turned for the worst, thinking of other implications Oscorp could REALLY make if it continued doing this, _'What if someone really dangerous gets their hands on it and Oscorp dosn't do anything about it? The Red Skull, Doctor Doom, MAGNETO? It's practically Toys R Us for Super Villains!'_

Even if it is some harmless deal with the human studies, Peter wasn't sure he wanted Oscorp around any sort of study with the human body any more, he didn't trust Oscorp. But what could he do? He wasn't Captain America, the FF, Iron Man, not even close! So what is one little Vigilant High School Student going to do?

Peter sighed, shaking his head trying to not to worry himself too much, he could be exaggerating the entire situation by.. a little bit, and taking down Oscorp was going to take some serious planning, so he decided to not get ahead of himself too much. He took in a big sigh and decided now was the time to act since he was already there and in costume, admittedly, he wasn't looking forward to it.

* * *

_Super Hero Stealth Fail 101... _

Peter had gotten himself into the building no problem, which was a very nice surprise considering all the so called high tech security he thought this place had, guess he didn't figure it the first time he snuck in.

Unfortunately, Peter had the disadvantage of not knowing where he was going at all, he was peaking from vent to vent, room to room and not one single room came off as... well, how to say it? Everything seemed... perfectly normal... So... does this mean he was wrong after all?

_'Well good job Parker, you listen to your gut, and it turns out your gut was wrong. What can i expect from a gut that takes fast food from New York?' _

After what felt like an hour of crawling around, peter found the spider room again, the room that had given him his very powers. And to be honest, not much has changed, in fact it looked exactly the same last time he was here. Hell their were no signs of any genetic tampering in the entire building as far as he knew!

_'So... maybe i was wrong. Maybe me getting the powers was just a bigger fluke than it already was... and gwen was actually, wrong?' _

Peter wasn't sure what to think anymore, he laid there in the vent just thinking and conflicting wither not he was right or wrong, one of the biggest throw offs is that even if he did miss something horrible and human genetic tampering or anything of the like he would still know about it. But not one time has he felt the buzzing in his head that detected.. any sort of danger.

_'Well.. good job parker, you got yourself scared for nothing, that's an hour of my total existence i just waited.' _

Peter's bad luck didn't stop their, finding himself lost in the vents, unable to make his way back. He went every single turn and every other turn seemed familiar, hell it was all one metal claustrophobic pathway to nowhere. Peter found himself even more frustrated than he last remembered at the horrible irony of the situation.

_'ALRIGHT! THIS SUCKS! Come on I just wanted to go out, get some nice fresh air, but NOOOO! I had to make sure that Oscorp was playing nice with a small time HUMAN RESEARCH FUNDING FACILITY. And NOW? I'm stuck here in a vent! Yes that's right, THE AMAZING SPIDER-MAN ultimately doomed to a tomb of clean inside cold AIR! Gah I suck at this-' _

Peter stopped dead cold in his tracks as he felt a little buzz in his head, his neck hairs standing up on strands. Soon, voices heard from outside the vent could be dimly heard. Peter took off his mask to try and tune on it closer, he couldn't make out what they were saying.

_"Watashi wa anata ga koko ni nani o subeki ka shitte iru, to watashi wa rūshī ni tsuite, anata ga kanojo ni tsuite shitte iru koto o shitte __lucy." _It was a man, an old man, he sounded like he was in his 50s at least. Something in his voice scared peter, he could practicly feel the smirk that the man was probably holding on his jaw. The other voice was younger, yet, still just as intimidating... if not worse.

_"Watashi wa chōdo sore o kinishinai, anata ga shitte iru. Anata ga watashi agaisnt hontō no shōko o motteinai, watashi ga yaru. Anata wa, nyūyōji ga shibō shi, shizukana kazoku o tamochi, anata wa nan-nen mo no kōkyō-jō de kaisai shite kite kita. Dakara, himitsu o motsu 1 wa dare ga, watashi ni iu nodesu ka?"_

The buzz in his head was very hostile to the voices, something really was going on after all! It was safe to assume that they were talking in japanese. Peter took out his phone and pressed record, hoping to pick up on the words for translating.

_"Anata wa hontōni watashi ga kiita kagiri mumidearu. Watashi no senaka o chūshin ni ikimasu ka? Anata wa sore ga hontōda shitte iru yori. Jinrui wa kiki ni chokumen shite imasu!__"_

_"Watashi wa 2-banme no tame ni, watashi wa shinjite inai koto wa anata ga jinruinoshinka ni okeru aratana ippo o hakken shita kotodearu koto o shinjite inai. Anata wa hontōni kono atarashī tane ni dono kurai benkyō shite inai··· nani ga sore wa yoba rete imasu?" _

_**"Diclonius ..."**  
_

**_TO BE CONTINUED ... NEXT TIME... THE TRANSLATION!.. BTW if you didn't get the last word! It's the name of Lucy's Species.  
_**

**_Alright guys, i'm sorry for this really really crappy chapter. It seems i'm having alot of stress and trying to write this story, i'm still learning alot when it comes to writing and I want this to be a good story. So please tell me guys, is the story really any good? Should i redo it? Do i dare? Please leave a review of what you thought of the chapter and maybe what you think of the story thus far! AND I'M HOPING TO SEE YOU NEXT TIME SOON! SEE YA SOON_**


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